The present invention concerns generally a process and system for enabling electronic transmission, reception and management of confidential documents over a global communication network such as the internet.
More particularly, the invention is related to a method and system for distributing electronic documents containing sensitive information or data to selected entities, to a method and system for notifying intended recipients of the availability of such documents and to a method and system for tracking access, downloading and uploading of such documents.
People and businesses have become aware of the potential of the “Internet”, sometimes referred to as a “global communications network”, a digital communications network which connects computers all over the world. Unfortunately, security on the Internet remains imperfect, particularly since one of the Internet's design goals—an ability to route communications around damage to any node—makes it difficult to know or control the path by which any particular message will travel to reach its intended recipient, and who else will have access to it along the way.
Network software known as “groupware,” such as “Lotus Notes,” running on a computer network within a company (a “private network” or “Intranet”), permits individuals who have access to that particular network to work together efficiently by sharing documents, and editorial revisions to shared documents such as document updates, “redlined” revised drafts, and comments, as well as e-mail to create conference room collegiality and efficiency among employees actually separated in time and/or space without the security risks associated with the global network.
However, there is still no entirely satisfactory way for people at different companies or other entities to have the benefits of private network security, particularly for ad hoc alliances, i.e., different sets of entities coming together to function as one mega or meta entity, for the duration of some particular project. In such a case, the time and expense of actually wiring a network between two or more companies or other entities and agreeing on one common software package or standard presents a barrier to conventional network solutions. Simply using the Internet remains imperfectly secure for transmission of confidential information without some pre-arranged encryption and current methods for pre-arranging secure encryption processes have been cumbersome and unproductive.
Thus, there is a yet-unsolved problem of permitting different groups of companies or other entities to communicate securely over a global network for different projects, to quickly and inexpensively obtain the benefits of secure groupware in connection with each project, and to be able to add and drop entities without difficulty with respect to any particular project.
For example, in the banking industry, ad hoc syndicates are formed under the leadership of one or more lead banks to permit a number of agent or associate banks to participate in a major loan to a borrower. Such loans have become more common and may involve loans in excess of one billion dollars. Syndication of such large loans is used since any one bank is not prepared to lend such a large amount to a single customer. Conventionally, proposed terms of a loan are negotiated between the borrower and the lead banks, each in consultation with its advisors such as legal counsel, public-relations consultants, accountants and insurance carriers. In some instances, some advisors may be in-house advisors as employees of a given entity and thus constitute an internal team. However, the advisors in many instances may be independently associated with external entities such as law firms or major accounting firms and thus constitute either external teams or combinations of the above. The lead bank(s) negotiates with the borrower to arrive at terms and conditions for the loan, such as the interest rate, repayment schedule, security and the bank's fee for processing and syndicating the loan. The lead bank may agree to underwrite the entire loan in which case the lead bank uses syndication to create sub-loans between it and other banks to raise the funds for the loan. Generally, however, the lead bank(s) agree to lend some portion of the loan and to syndicate the balance, although even in such syndication, the associate banks independently negotiate with the lead bank on loan initiation fees. Each loan agreement between the lead bank and the associate lending bank constitutes a private document since the lead bank always attempts to make a profit by the difference between the loan initiation fee received by the lead bank and the loan initiation fee paid to any associate bank. In the general syndication type loan, where the lead bank only underwrites some portion of the loan, the lead bank will seek other banks to participate in the loan through its network of contacts with those other banks. Further, each negotiation requires transfer of relatively large volumes of documentation and data between the lead bank(s) and the associate banks or between the lead bank(s), the borrower and attorneys, accountants and other entities. While some documentation may be universally distributed, much of the documentation relating to interparty loan terms is desirably restricted to the involved parties.
Information about the borrower and the terms of the loan to be syndicated (except for the lead bank's fee) are assembled by the lead bank(s) in a loan information memorandum. Copies of the loan information memorandum are distributed to associate banks selected by the lead bank who are invited to participate in the loan. The material in the loan information memorandum is generally regarded as confidential business information by the borrower and is treated accordingly by the banks which receive it. Heretofore, loan information memoranda may have been prepared in the form of confidential paper documents or stored in compact-disk read-only memories (“CD ROMs”) forwarded by non-electronic, secure delivery, such as Federal Express, to the recipients.
After reviewing the loan information memorandum, generally in consultation with legal counsel, accountants, and other advisors of its own, an associate bank may notify the lead bank of its willingness or unwillingness to participate in the loan. The associate bank may request additional information about the borrower from the lead bank or may simply propose to take some portion of the loan under terms it proposes to the lead bank. Negotiations may then occur between the lead bank and the associate bank generating more confidential data. Heretofore, such communications between the associate banks and the lead bank may have been carried out by meetings, mail, telephone or telefacsimile.
With respect to a given syndicated loan transaction, one bank may be the lead bank and another an associate bank, whereas with respect to another loan transaction, the positions of the two banks may be reversed. At any given time, a large financial center bank may be concurrently serving as lead bank for dozens of syndicated loan transactions in various stages of the syndication process and as an associate bank for dozens more syndicated loan transactions. Clearly, extensive communications are necessary for engaging in and tracking such transactions. Similar communications needs exist for many other sorts of financial transactions as well as legal transactions and other business dealings.
One form of paperless communication arrangement for financial actions is illustrated by a computer-based system available from IntraLinks, Inc. under the name IntraLoan 1.0. Such system allows for concurrently interconnecting, on a project-by-project basis, members of a plurality of groups of parties. Each group is associated with a particular project so that members of the group can communicate among other members of the group over a global communications network which defines a “virtual network” associated with that project effectively for the duration of the project. Although the above-referred Intraloan I system has provided solutions to some of the foregoing drawbacks of hard-copy communications, one notable deficiency of the above described IntraLoan system is its limitation to an interface not readily conducive for conventional Internet communication. In particular. Interloan 1.0 requires that each participant use Lotus Notes groupware as its interface so that each bank or other institution connected to the system has to be running such Lotus Notes groupware. Further, such system does not have the capability of actively notifying a user as to whether a document is available to be retrieved by that user over a global data communications network.
Thus, it would be desirable to provide a system which enables secure document transmission between users over a global communication network without requiring the users to communicate in advance to establish an encryption method.